Goldstein v. Denner (Bioverativ)
Case Summary
Robbins Geller Prosecuting Claim that $11.6 Billion Sale Was Corrupted by Insider Trading
Robbins Geller Rudman & Dowd LLP and co-counsel represent shareholders in a case challenging the 2018 sale of Bioverativ, Inc. to Sanofi S.A. for $11.6 billion. In May and June 2022, Vice Chancellor J. Travis Laster of the Delaware Chancery Court issued two opinions denying motions to dismiss a set of claims challenging the sale process and disclosures, and another set of claims alleging that corporate insiders had engaged in illicit insider trading in advance of the sale. In September 2023, the court approved a partial settlement, settling the claims challenging the sale process and disclosures in exchange for a payment of $84 million. The insider trading claims are set for trial in April 2024.
Robbins Geller and their client conducted a pre-suit investigation of corporate books and records related to the transaction and uncovered key documents. Leveraging these key records, the case alleges that directors and officers of Bioverativ breached their fiduciary duties during the sale and failed to disclose material facts, and that Alexander Denner – a Carl Icahn protégé, activist investor, and former Bioverativ director – breached his fiduciary duties by causing his hedge fund, Sarissa Capital, to engage in insider trading.
Vice Chancellor Laster issued a 124-page opinion in May 2022 denying defendants’ motions to dismiss the breach of fiduciary duty claims respecting the sale of the company. In June, the court denied the defense motion to dismiss the insider trading claims, concluding in a separate opinion that it was “reasonable to infer” that Denner traded on material, nonpublic information about Sanofi’s desire to buy the company, and then designed a single-bidder sale process to “serve his own interests in maximizing his short-term profits from insider trading at the expense of generating greater value through a competitive bidding process or by having the Company remain independent.”
Partner Randall J. Baron told Law360 that the ruling denying the motion to dismiss the insider trading claims “is a very well-thought-out opinion that acknowledges that people who benefit unfairly [from a merger] can still be subject to liability even after the merger closes.”
Robbins Geller attorneys Randall Baron, Rick Atwood, and Christopher Lyons are litigating the case with co-lead counsel at Prickett, Jones & Elliott P.A., and shareholders are led in the case by anesthesiologist/investor Stewart N. Goldstein, M.D.
Goldstein v. Denner, C.A. No. 2020-1061-JTL (Del. Ch.).